CENTURY COMMUNICATIONS CORP, DEF 14A, 1995-10-02

CENTURY COMMUNICATIONS CORP
DEF 14A, 1995-10-02
CABLE & OTHER PAY TELEVISION SERVICES

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

CENTURY COMMUNICATIONS CORP.
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:

.................................................................

2) Aggregate number of securities to which transaction
applies:

.................................................................

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):

.................................................................

4) Proposed maximum aggregate value of transaction:

.................................................................

5) Total fee paid:

.................................................................

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

1) Amount Previously Paid:

.................................................................

2) Form, Schedule or Registration Statement No.:

.................................................................

3) Filing Party:

.................................................................

4) Date Filed:

.................................................................

<PAGE>
[Logo]

CENTURY COMMUNICATIONS CORP.
50 LOCUST AVENUE
NEW CANAAN, CONNECTICUT 06840

--------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 30, 1995

--------------------

The Board of Directors of Century Communications Corp., a New Jersey
corporation (the 'Company'), hereby gives notice that the 1995 Annual Meeting of
Shareholders of the Company (the 'Annual Meeting') will be held at the GTE
Management Development Center, Weed Avenue, Norwalk, Connecticut 06850, on
Monday, October 30, 1995, at 10:00 a.m., Eastern Daylight Savings Time, for the
following purposes:

1. To elect nine directors of the Company to serve until the next
annual meeting of shareholders and thereafter until their successors shall
have been elected and qualified.

2. To vote on the ratification of the selection by the Board of
Directors of Deloitte & Touche as independent accountants for the Company
for the fiscal year ending May 31, 1996.

3. To transact such other business as may properly come before the
meeting.

All shareholders are cordially invited to attend. Only holders of record of
issued and outstanding shares of Class A Common Stock and Class B Common Stock
of the Company at the close of business on September 5, 1995 will be entitled to
receive notice of and to vote at the Annual Meeting. If you attend the Annual
Meeting, you may vote in person if you wish, even though you have previously
returned your proxy. A copy of the Company's Proxy Statement and 1995 Annual
Report to Shareholders is enclosed herewith.

By Order of the Board of Directors

DAVID Z. ROSENSWEIG

DAVID Z. ROSENSWEIG,
Secretary

September 29, 1995

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE READ THE
ACCOMPANYING PROXY STATEMENT AND PROMPTLY COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED WITHIN THE UNITED STATES OF AMERICA. THE PROXY IS REVOCABLE BY YOU AT ANY
TIME PRIOR TO ITS USE AT THE ANNUAL MEETING. IF YOU RECEIVE MORE THAN ONE PROXY
CARD BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH
PROXY CARD SHOULD BE SIGNED AND RETURNED TO ASSURE THAT ALL YOUR SHARES WILL BE
VOTED AT THE ANNUAL MEETING.

<PAGE>
[Logo]

CENTURY COMMUNICATIONS CORP.
50 LOCUST AVENUE
NEW CANAAN, CONNECTICUT 06840

---------------------------------
PROXY STATEMENT
---------------------------------

GENERAL

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Century Communications Corp., a New Jersey corporation
(the 'Company'), of proxies for use at the 1995 Annual Meeting of Shareholders
of the Company (the 'Annual Meeting') to be held at the GTE Management
Development Center, Weed Avenue, Norwalk, Connecticut 06850, on Monday, October
30, 1995, at 10:00 a.m., Eastern Daylight Savings Time, and at any adjournment
or adjournments of the Annual Meeting. This Proxy Statement and the enclosed
proxy are first being sent to shareholders on or about September 29, 1995.

At the Annual Meeting, shareholders of the Company will (i) elect nine
directors of the Company to serve until the next annual meeting of shareholders
and thereafter until their successors shall have been elected and qualified; and
(ii) vote on the ratification of the selection by the Board of Directors of
Deloitte & Touche as independent accountants for the Company for the fiscal year
ending May 31, 1996. Shareholders may also consider and act upon such other
matters as may properly come before the Annual Meeting or any adjournment or
adjournments thereof.

The close of business on September 5, 1995 has been selected as the record
date for determining the holders of outstanding shares of the Company's Class A
Common Stock, par value $.01 per share (the 'Class A Common Stock'), and Class B
Common Stock, par value $.01 per share (the 'Class B Common Stock' and, together
with the Class A Common Stock, the 'Common Stock'), entitled to receive notice
of and to vote at the Annual Meeting. On September 5, 1995, there were
28,235,398 shares of Class A Common Stock outstanding and 45,406,115 shares of
Class B Common Stock outstanding. Holders of Class A Common Stock are entitled
to one vote per share and holders of Class B Common Stock are entitled to ten
votes per share. All shares of Class A Common Stock and Class B Common Stock
will vote together as one class on all questions that come before the Annual
Meeting, except that the shares of Class A Common Stock will vote separately as
a class with respect to the election of one director (the 'Class A Director').

VOTE REQUIRED

Votes at the Annual Meeting will be tabulated by inspectors of election
appointed by the Company. Shares of Common Stock represented by a properly
signed and returned proxy are considered present at the Annual Meeting for
purposes of determining a quorum.

<PAGE>
Brokers holding shares for beneficial owners must vote those shares
according to the specific instructions they receive from the owners. If specific
instructions are not received, as a general rule, brokers may vote these shares
in their discretion. However, brokers are precluded from exercising their voting
discretion on certain types of proposals. Absent specific instructions from the
beneficial owner in such cases, brokers may not vote on those proposals. This
results in what is known as a 'broker non-vote' on such proposals.

Elections of directors other than the Class A Director will be determined
by a plurality vote of the combined voting power of all shares of Common Stock
present in person or by proxy and voting at the Annual Meeting. The election of
the Class A Director will be determined by a plurality of all shares of Class A
Common Stock, voting separately as a class, present in person or by proxy and
voting at the Annual Meeting. Accordingly, votes 'withheld' from
director-nominee(s) will not count against the election of such nominee(s).
Brokers have discretionary authority to vote on the election of directors.

Passage of the proposal to ratify the selection of Deloitte & Touche as
independent accountants for the Company for the fiscal year ending May 31, 1996
requires the approval of a majority of the votes cast on this proposal.
Abstentions as to this proposal will not count as votes cast for or against this
proposal and will not be included in calculating the number of votes necessary
for approval of this proposal. Brokers have discretionary authority to vote on
this proposal.

All other matters will be determined by the vote of a majority of the
combined voting power of all shares of Common Stock present in person or by
proxy at the Annual Meeting and voting on such matters. Abstentions and broker
non-votes as to particular matters will not count as votes cast for or against
such matters and will not be included in calculating the number of votes
necessary for approval of such matters.

Each shareholder of the Company is requested to complete, sign, date and
return the enclosed proxy without delay in order to ensure that shares owned
thereby are voted at the Annual Meeting. All shares represented by properly
executed proxies will be voted at the Annual Meeting in accordance with the
directions given on such proxies. If no direction is given, a properly executed
proxy will be voted FOR the election of the nine persons named under 'Election
of Directors' and FOR ratification of the selection of Deloitte & Touche as
independent accountants for the Company for the fiscal year ending May 31, 1996.
The Board of Directors does not anticipate that any other matters will be
brought before the Annual Meeting. If, however, other matters are properly
presented, the persons named in the proxy will have discretion, to the extent
allowed by New Jersey law, to vote in accordance with their own judgment on such
matters.

REVOCATION OF PROXIES

Any shareholder may revoke a proxy at any time before such proxy is voted.
Proxies may be revoked by (i) delivering to the Secretary of the Company a
written notice of revocation bearing a date later than the date of the proxy;
(ii) duly executing a subsequent proxy relating to the same shares of Common
Stock and delivering it to the Secretary of the Company; or (iii) attending the
Annual Meeting and stating to the Secretary of the Company an intention to vote
in person and so voting. Attendance at the Annual Meeting will not in and of
itself constitute revocation of a proxy. Any subsequent proxy or written notice
of revocation of a proxy should be delivered to Century Communications Corp., 50
Locust Avenue, New Canaan, Connecticut 06840, Attention: Scott N. Schneider,
Assistant Secretary.

<PAGE>
COST OF SOLICITATION

The Company will bear all costs of soliciting proxies in the accompanying
form. Solicitation will be made by mail, and officers and regular employees of
the Company may also solicit proxies by telephone, telegraph or personal
interview. In addition, the Company expects to request persons who hold shares
in their names for others to forward copies of this proxy soliciting material to
them and to request authority to execute proxies in the accompanying form, and
the Company will reimburse such persons for their out-of-pocket and reasonable
clerical expenses in doing this.

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of September 5, 1995, certain
information with respect to the beneficial ownership of shares of Class A Common
Stock or Class B Common Stock by each person known to the Company to own
beneficially more than 5% of the outstanding shares of Class A Common Stock or
Class B Common Stock. Each share of Class B Common Stock is convertible, at any
time, into one share of Class A Common Stock. Holders of Class A Common Stock
are entitled to one vote per share and holders of Class B Common Stock are
entitled to ten votes per share.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
------------------------------------------
NAME AND ADDRESS PERCENT
OF BENEFICIAL OWNER SHARES OF CLASS
- -------------------------------------------------------------------- ---------------------- --------
<S> <C> <C> <C>
Leonard Tow ........................................................ Class A: 482,068(2) 1.7%
50 Locust Avenue Class B: 42,272,059(3)(4)(5) 93.1
New Canaan, CT 06840
Claire L. Tow ...................................................... Class A: 482,068(6) 1.7
50 Locust Avenue Class B: 42,272,059(4)(5)(7) 93.1
New Canaan, CT 06840
Putnam Investment Management, Inc. Class A: 4,078,994(8) 14.4
Marsh & McLennan Companies, Inc. ................................
One Post Office Square
Boston, MA 02109
The Capital Group Companies, Inc. Class A: 2,177,720(9) 7.7
Capital Research and Management Company ..........................
333 South Hope Street
Los Angeles, CA 90071
Sentry Insurance Class B: 3,134,056(5) 6.9
a Mutual Company .................................................
1800 N. Point Drive
Stevens Point, WI 54481
Citizens Utilities Company ......................................... Class A: 1,807,095(10) 6.4
CU Capital Corp.
High Ridge Park
Stamford, CT 06905
</TABLE>

- ------------

(1) As used in this table, 'beneficial ownership' means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of, a security). In addition, for
purposes of this

(footnotes continued on next page)

<PAGE>
(footnotes continued from previous page)
table, a person is deemed, as of any date, to have 'beneficial ownership'
of any security that such person has the right to acquire within 60 days
after such date.

(2) Consists of 450,135 shares of Class A Common Stock as to which Mr. Tow has
sole voting and investment power. Includes the 31,933 shares set forth in
(6) below beneficially owned solely by Mrs. Tow, as to which shares he
disclaims beneficial ownership.

(3) Consists of 18,921,095 shares of Class B Common Stock as to which Mr. Tow
has sole, and 20,537,599 shares of Class B Common Stock as to which he
shares, voting and investment power. Includes the 2,813,365 shares set
forth in (7) below beneficially owned solely by Mrs. Tow, as to which
shares he disclaims beneficial ownership.

(4) By virtue of the definition of 'beneficial ownership,' substantial
duplication is involved in the beneficial ownership of shares listed for
these shareholders. Eliminating duplication in the table, Mr. Tow owns of
record and beneficially 18,921,095 shares of Class B Common Stock, Mr. Tow
and Mrs. Tow jointly own of record and beneficially 20,537,599 shares of
Class B Common Stock as trustees for the benefit of Mrs. Tow and their
adult children, and Mrs. Tow owns of record and beneficially 2,813,365
shares of Class B Common Stock as trustee for the benefit of their adult
children.

(5) By virtue of the definition of 'beneficial ownership,' each person who owns
shares of Class B Common Stock is deemed to own an equal number of shares
of Class A Common Stock. Thus, Leonard Tow, Claire L. Tow and Sentry
Insurance are deemed to be beneficial owners, respectively, of 42,754,127,
42,754,127 and 3,134,056 shares of Class A Common Stock. As a percent of
the Class A Common Stock, this ownership by the above-named persons is
deemed to be 58.1%, 58.1% and 4.3%, respectively.

(6) Consists of 31,933 shares of Class A Common Stock as to which Mrs. Tow has
sole voting and investment power. Includes the 450,135 shares set forth in
(2) above beneficially owned solely by Mr. Tow, as to which shares she
disclaims beneficial ownership.

(7) Consists of 2,813,365 shares of Class B Common Stock as to which Mrs. Tow
has sole, and 20,537,599 shares of Class B Common Stock as to which she
shares, voting and investment power. Includes the 18,921,095 shares set
forth in (3) above beneficially owned solely by Mr. Tow, as to which shares
she disclaims beneficial ownership.

(8) Based solely upon information contained in Amendment No. 4 to a Statement
on Schedule 13G filed with the Securities and Exchange Commission (the
'Commission') on January 23, 1995. According to said Schedule 13G, certain
Putnam investment managers (together with their parent corporations, Putnam
Investment, Inc. and Marsh & McLennan Companies, Inc.) are considered
'beneficial owners' in the aggregate of 4,078,994 shares of Class A Common
Stock, which shares were acquired for investment purposes by such
investment managers for certain of their advisory clients.

(9) Based solely upon information contained in Amendment No. 8 to a Statement
on Schedule 13G filed with the Commission on February 6, 1995. The Capital
Group Companies, Inc. have sole voting power with respect to 451,100 shares
of Class A Common Stock and sole dispositive power

(footnotes continued on next page)

<PAGE>
(footnotes continued from previous page)
with respect to 2,177,720 shares of Class A Common Stock. Capital Research
and Management Company has sole dispositive power with respect to 1,726,620
shares of Class A Common Stock.

(10) Based solely upon information contained in a Statement on Schedule 13D
filed with the Commission on July 2, 1992. The Company has agreed pursuant
to an agreement dated July 2, 1992 between it and Citizens Utilities
Company ('Citizens') that, subject to certain conditions, upon the request
of Citizens, it will file up to two registration statements under the
Securities Act of 1933, as amended (the 'Act'), in order to permit Citizens
to offer and sell, pursuant to such registration statement(s), such shares
of Class A Common Stock.

ELECTION OF DIRECTORS

Nine persons have been nominated for election as directors of the Company
to serve until the 1996 Annual Meeting of Shareholders and until their
successors are elected and qualified. All of the nominees are currently
directors. The holders of Class A Common Stock are entitled to elect, at the
Annual Meeting, voting separately as a class, one director (the 'Class A
Director'). The Board has nominated William M. Kraus as the Class A Director.
The other eight directors will be elected by vote of a plurality of the combined
voting power of all shares of Class A Common Stock and Class B Common Stock
present and voting at the Annual Meeting, voting together as a single class,
with each share of Class A Common Stock having one vote and each share of Class
B Common Stock having ten votes.

The persons named in the accompanying proxy will vote for the election of
such nominees unless, by reason of death or other unexpected occurrence, one or
more of such nominees shall not be available for election, in which event it is
intended that such votes will be cast for a substitute nominee or nominees
designated by the Board or, if no substitute nominee or nominees are so
designated, that the membership of the Board will be reduced to a number equal
to the number of such nominees; provided that a nominee for the Class A Director
will be substituted in order that the Class A directorship is not eliminated.
The Board has no reason to believe that any of the nominees listed below will
not be available for election as a director.

The following table sets forth the name of each nominee, his or her age,
the year he or she was elected a director of the Company (or of Century
Communications Corp., a Texas corporation ('Century-Texas'), the Company's
predecessor in interest and now its wholly-owned subsidiary), his or her
principal occupation, other business experience during the last five years,
other directorships in publicly-held corporations and ownership of shares of
Class A Common Stock and Class B Common Stock of the Company as of September 5,
1995.

<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, NUMBER OF SHARES
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR(1) AND OTHER DIRECTORSHIPS OWNED(6) OF CLASS
- ------------------------------------ --------------------------------- -------------------- --------
<S> <C> <C> <C> <C>
Bernard P. Gallagher ............... Mr. Gallagher has been the Class A: 640,877(7) 2.3%
Age: 48 President and Chief Operating
Director since 1990 Officer of the Company since
October 1989. He has been
Chairman of the Board and Chief
Executive Officer of Centennial
Cellular Corp., a majority-owned
subsidiary of the Company engaged
in the cellular telephone busi-
ness ('Centennial'), since August
1991 and director of Centennial
since March 1991. From February
1990 to August 1991, Mr.
Gallagher was President and Chief
Operating Officer of Centennial.
From 1979 to October 1989, he
served in various financial and
executive capacities at Comcast
Corporation, a cable television
and cellular telephone company,
and its subsidiaries, including
Vice President and Treasurer from
November 1984 to October 1989.

William M. Kraus(2)(3)(4)(5) ....... Mr. Kraus is the Chairman of Class A: 6,106(8) *
Age: 69 Kraus Sikes Inc., a publishing
Director since 1986 company, and has been such since
Nominee for Class A 1985. From 1983 to 1985, he was a
Director Vice President of The Equitable
Life Assurance Society of the
United States. From 1979 to 1983,
Mr. Kraus held positions as the
Secretary of the Department of
Development of the State of
Wisconsin and as Assistant to the
Governor of the State of
Wisconsin. Mr. Kraus has been a
director of Centennial since Au-
gust 1991.
</TABLE>

<PAGE>

Scott N. Schneider ................. Mr. Schneider has been Senior Class A: 183,203(10) *
Age: 37 Vice President and Treasurer of
Director since 1994 the Company since June 26, 1991,
and has been an Assistant
Secretary of the Company since
October 1986. He was a Vice
President of the Company from
October 1986 to June 25, 1991 and
was Controller of the Company
from December 1985 to June 25,
1991. He was Controller of
Century-Texas from December 1982
to December 1985. Mr. Schneider
has also been Senior Vice
President, Chief Financial
Officer and Treasurer of
Centennial since August 1991. He
was a Vice President and
Controller of Centennial from the
date of incorporation in 1988 to
August 1991. Mr. Schneider has
been a director of Centennial
since August 1991.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, NUMBER OF SHARES
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR(1) AND OTHER DIRECTORSHIPS OWNED(6) OF CLASS
- ------------------------------------ --------------------------------- -------------------- --------
<S> <C> <C> <C> <C>
Robert D. Siff(4) .................. Since April 1987, Mr. Siff has Class A: 4,895(11) *
Age: 71 been an independent consultant
Director since 1987 providing managerial consulting
services. From April 1987 to
March 1990, Mr. Siff was also
Executive Vice President and head
of commercial banking at Chit-
tenden Bank, Burlington, Vermont.
From 1983 to April 1987, he was
Chief Credit Policy Officer and
Executive Vice President of
CoreStates Financial Corp. and
from 1976 to 1983 he was an Exec-
utive Vice President of Phila-
delphia National Bank in charge
of commercial, correspondent and
international business. Mr. Siff
serves as a member of the Board
of Directors of Citizens.

Peter J. Solomon(3)(4) ............. Mr. Solomon has been Chairman of Class A: 67,004(19) *
Age: 57 Peter J. Solomon Company,
Director since 1987 Limited, an investment banking
company, since May 1989. From
1985 to May 1989, he was a Vice
Chairman and a member of the
Board of Directors of Shearson
Lehman Hutton Inc. and its
predecessor organizations. From
1981 to 1985, he was a Managing
Director of Shearson Lehman
Brothers Inc. and its predecessor
organizations. Mr. Solomon is
also a director of Charrette
Corporation, Culbro Corporation,
Monro Muffler/Brake, Inc., Office
Depot, Inc., Phillips-VanHeusen
Corporation and Bradlee's Inc.
Mr. Solomon has been a director
of Centennial since December
1991.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, NUMBER OF SHARES
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR(1) AND OTHER DIRECTORSHIPS OWNED(6) OF CLASS
- ------------------------------------ --------------------------------- -------------------- --------
<S> <C> <C> <C> <C>
Andrew Tow ......................... Andrew Tow has been an Executive Class A: 151,902(12) *
Age: 36 Vice President of the Company
Director since 1992 since February 1995. During the
current fiscal year, Mr. Tow has
been living and working in
Australia overseeing the
Company's investment in the pay
television business in that
country. From 1991 to 1995, Mr.
Tow was Senior Vice President of
the Company and President of the
Century Cable Television
Division. He was a Vice President
of the Company from August 1989
to June 1991. He has been
involved in the operations of the
Company since its incorporation
in December 1985 and with
Century-Texas since October 1984.
Andrew Tow is the son of Leonard
and Claire Tow.

Claire L. Tow ...................... Mrs. Tow has been a Senior Vice Class A: 482,068(13) 1.7%
Age: 65 President of the Company since Class B: 42,272,059(14)(15)(16) 93.1
Director since 1988 August 1992 and was a Vice
President of the Company from
February 1988 to August 1992. She
has been involved in the opera-
tions of the Company since its
incorporation in December 1985
and in the operations of
Century-Texas since its
organization. Mrs. Tow has served
as a director of Citizens since
June 1993. Claire Tow is the wife
of Leonard Tow and the mother of
Andrew Tow.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, NUMBER OF SHARES
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR(1) AND OTHER DIRECTORSHIPS OWNED(6) OF CLASS
- ------------------------------------ --------------------------------- -------------------- --------
<S> <C> <C> <C> <C>
Leonard Tow(3) ..................... Mr. Tow has been the Chairman of Class A: 482,068(17) 1.7%
Age: 67 the Board of the Company since Class B: 42,272,059(14)(16)(18) 93.1
Director since 1973 October 1989, and has been the
Chief Executive Officer and Chief
Financial Officer of the Company
since its incorporation and of
Century-Texas since its
organization in 1973 through
December 1985. Mr. Tow also
served as the President and Chief
Operating Officer of the Company
from the date of its
incorporation to October 1989,
and of Century-Texas from its
organization in 1973 through
December 1985. He has been active
in the cable television industry
for 29 years. Mr. Tow has served
as the Chairman of the Board,
Chief Executive Officer and Chief
Financial Officer of Citizens, 2%
of the stock of which is owned by
the Company, since 1990. He holds
a Ph.D. from Columbia University,
and is the husband of Claire Tow
and the father of Andrew Tow.
</TABLE>

- ------------

* Less than 1%.

(1) Year that the nominee first became a director of the Company or, if before
December 5, 1985, of Century-Texas.

(2) Member of the Compensation Committee.

(3) Member of the Executive Committee.

(4) Member of the Audit Committee.

(5) Member of the Employee Stock Option and Equity Plan Committee.

(6) As used in this table, 'beneficial ownership' means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
'beneficial ownership' of any security that such person has the right to
acquire within 60 days after such date.

(footnotes continued on next page)

<PAGE>
(footnotes continued from previous page)

(7) Consists of 79,835 shares as to which Mr. Gallagher is the record and
beneficial holder, 134,736 shares granted to Mr. Gallagher under the Equity
Plan and 426,306 shares that Mr. Gallagher has the right to acquire
pursuant to stock option grants under the Company's 1985 Employee Stock
Option Plan (the '1985 Option Plan'). Does not include 92 shares of Class A
Common Stock of which Mr. Gallagher's wife is the beneficial owner and in
which Mr. Gallagher disclaims any beneficial interest.

(8) Includes 469 shares that may be acquired pursuant to stock option grants
under the Company's 1993 Non-Employee Directors' Option Plan.

(9) Consists of 29,149 shares as to which Mr. Rosensweig is the record and
beneficial holder, 13,365 shares granted to Mr. Rosensweig under the
Company's 1992 Management Equity Incentive Plan (the 'Equity Plan') and
3,203 shares that Mr. Rosensweig has the right to acquire pursuant to stock
option grants under the 1985 Option Plan.

(10) Consists of 51,238 shares directly owned by Mr. Schneider, 43,366 shares
granted to Mr. Schneider under the Equity Plan and 88,599 shares that Mr.
Schneider has the right to acquire pursuant to stock option grants under
the 1985 Option Plan.

(11) Includes 200 shares that may be acquired pursuant to stock option grants
under the Company's 1993 Non-Employee Directors' Option Plan.

(12) Consists of 55,366 shares granted to Andrew Tow under the Equity Plan and
96,536 shares that Andrew Tow has the right to acquire pursuant to stock
option grants under the 1985 Option Plan.

(13) Consists of 7,401 shares of which Claire L. Tow is the record and
beneficial holder, 13,365 shares granted to Claire L. Tow under the Equity
Plan and 11,167 shares that Claire L. Tow has the right to acquire pursuant
to stock option grants under the 1985 Option Plan. Includes the 450,135
shares set forth in (17) below beneficially owned solely by Leonard Tow, as
to which shares she disclaims beneficial ownership.

(14) By virtue of the definition of 'beneficial ownership,' each person who owns
shares of Class B Common Stock, which is convertible at any time into Class
A Common Stock, is deemed to own an equal number of shares of Class A
Common Stock. Thus, Leonard Tow, Claire L. Tow and all directors, nominees
for director and executive officers as a group are deemed to be beneficial
owners, respectively, of 42,754,127, 42,754,127 and 44,092,076 shares of
Class A Common Stock. As a percent of Class A Common Stock, assuming all
shares of Class B Common Stock have been so converted, this ownership by
the above-named persons is deemed to be 58.1%, 58.1%, and 59.9%,
respectively.

(15) Consists of 2,813,365 shares of Class B Common Stock as to which Mrs. Tow
has sole, and 20,537,599 shares of Class B Common Stock as to which she
shares, voting and investment power. Includes the 18,921,095 shares set
forth in (18) below beneficially owned solely by Mr. Tow, as to which
shares she disclaims beneficial ownership.

(16) By virtue of the definition of 'beneficial ownership,' substantial
duplication is involved in the beneficial ownership of shares listed for
these shareholders. Eliminating duplication in the table, Mr. Tow owns of
record and beneficially 18,921,095 shares of Class B Common Stock, Mr. Tow
and Mrs. Tow jointly own of record and beneficially 20,537,599 shares of
Class B Common Stock as

(footnotes continued on next page)

<PAGE>
(footnotes continued from previous page)
trustees for the benefit of Mrs. Tow and their adult children, and Mrs. Tow
owns of record and beneficially 2,813,365 shares of Class B Common Stock as
trustee for the benefit of their adult children.

(17) Consists of 27,746 shares of which Leonard Tow is the record and beneficial
holder, 50,127 shares granted to Leonard Tow under the Equity Plan and
372,262 shares that Leonard Tow has the right to acquire pursuant to stock
option grants under the 1985 Option Plan. Includes the 31,933 shares set
forth in (13) above beneficially owned solely by Claire L. Tow, as to which
shares he disclaims beneficial ownership.

(18) Consists of 18,921,095 shares of Class B Common Stock as to which Mr. Tow
has sole, and 20,537,599 shares of Class B Common Stock as to which he
shares, voting and investment power. Includes the 2,813,365 shares set
forth in (15) above beneficially owned solely by Mrs. Tow, as to which
shares he disclaims beneficial ownership.

(19) Includes 1,542 shares that may be acquired pursuant to stock option grants
under the Company's 1993 Non-Employee Directors' Option Plan.

COMMITTEES AND MEETINGS OF THE BOARD

The Board of Directors met nine times and acted four times by unanimous
written consent during the fiscal year ended May 31, 1995. Each director
attended at least 75% of the total number of meetings of the Board of Directors
and the committees of which said director was a member, except for Andrew Tow.

The Executive Committee, whose members are noted above, is empowered,
except as limited by the laws of the State of New Jersey, to function with the
full power of the Board of Directors when the Board is not meeting. The
Executive Committee did not meet during the fiscal year ended May 31, 1995.

The Audit Committee, whose members are noted above, recommends to the Board
of Directors the independent auditors to be selected for the Company and reviews
the following matters with the independent auditors: scope and results of the
independent audits, corporate accounting, internal accounting control
procedures, adequacy and appropriateness of financial reporting to shareholders,
and such other related matters as the Audit Committee considers to be
appropriate. The Audit Committee met twice during the fiscal year ended May 31,
1995.

The Compensation Committee, whose members are noted above, makes
recommendations to the Board of Directors concerning the salary and certain
other forms of compensation for the Company's Chief Executive and Chief
Financial Officer and sets the salary and bonus compensation of the President
and Chief Operating Officer, the Executive Vice President, the Senior Vice
President and Treasurer, the Senior Vice President of Engineering and the
officer in charge of Century Advertising. The Compensation Committee also
administers the Employee Stock Purchase Plan, Incentive Award Plan and 1985
Stock Equivalent Plan. The Compensation Committee determines the participants
and selects the recipients of awards or units under each plan and the amount and
terms of compensation granted under each plan. The Compensation Committee met
four times during the fiscal year ended May 31, 1995.

<PAGE>
The Employee Stock Option and Equity Plan Committee, whose members are
noted above, administers the 1985 Option Plan and the 1994 Option Plan
(together, the 'Option Plans') and the Equity Plan. The Employee Stock Option
and Equity Plan Committee determines the recipients of options under the Option
Plans and the provisions of options granted under such plans, including the
option prices, terms and number of shares subject to option. The Employee Stock
Option and Equity Plan Committee determines the recipients of awards under the
Equity Plan and the terms and conditions of each award, as well as performance
objectives. The Employee Stock Option and Equity Plan Committee met three times
and acted 19 times by unanimous written consent during the fiscal year ended May
31, 1995.

The Company has not designated a nominating committee or other committee
performing a similar function. Such matters are discussed by the Board as a
whole.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

EXECUTIVE COMPENSATION

The following table sets forth certain information with respect to
compensation awarded to, earned by or paid to the Company's Chief Executive
Officer and each of the other four most highly compensated executive officers of
the Company (based on amounts reported as salary and bonus for fiscal 1995) for
each of the Company's last three fiscal years (collectively, the 'Named
Executives').

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------------------
AWARDS PAYOUTS
------------------------- ----------
OTHER RESTRICTED
ANNUAL STOCK OPTIONS/ LTIP
NAME/PRINCIPAL POSITION FISCAL SALARY($)(1) BONUS($) COMPENSATION AWARD(S)($) SARS(#) PAYOUTS($)
- ------------------------ ------ ------------ ----------- ------------ ------------ -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Leonard Tow 1995 $1,885,236 $ 357,700 $200,000(2) $ -0- $ -0- $ --
Chairman of the Board 1994 1,837,750 375,000 221,790(2) -0- --
of Directors, Chief 1993 1,819,250 413,000 96,478(2)(15) 656,250(5) --
Executive Officer and
Chief Financial
Officer

Bernard P. Gallagher 1995 414,410 -0- 3,876(15) 253,125(3) 75,000(6) --
President and Chief 1994 382,588 -0- 2,500(15) 798,750(4) 100,000(7) --
Operating Officer 1993 350,422 457,000 10,300(15) 350,000(5) 120,000(8)

Andrew Tow 1995 274,509 -0- 10,318(15) 126,563(3) 25,000(6) --
Executive Vice 1994 215,333 100,000 10,000(15) 310,625(4) 50,000(7) --
President 1993 253,600 110,000 4,875(15) 175,000(5) 25,000(9)

Scott N. Schneider 1995 230,000 -0- -- 126,563(3) 50,000(6) 30,000(10)
Senior Vice President 1994 189,583 74,000 -- 221,875(4) 40,000(7) 30,000(10)
and Treasurer 1993 202,250 60,000 -- 175,000(5) 40,000(8)

Michael G. Harris 1995 202,250 -0- -- 126,563(3) 25,000(6) --
Senior Vice President 1994 179,583 65,000 -- 221,875(4) 40,000(7) --
Engineering 1993 195,000 60,000 -- 175,000(5) 25,000(9)

ALL OTHER
NAME/PRINCIPAL POSITION COMPENSATION($)
- ------------------------ ---------------
<S> <C>
Leonard Tow $ 1,549,920(11)
Chairman of the Board 1,558,217(11)
of Directors, Chief 1,628,938(11)
Executive Officer and
Chief Financial
Officer

Bernard P. Gallagher 4,620(12)
President and Chief 5,434(13)
Operating Officer 6,927(14)

Andrew Tow 4,838(12)
Executive Vice 4,943(13)
President 4,375(14)

Scott N. Schneider 4,468(12)
Senior Vice President 4,215(13)
and Treasurer 5,490(14)

Michael G. Harris 4,688(12)
Senior Vice President 5,435(13)
Engineering 4,950(14)
</TABLE>

- ------------

(1) Includes for Mr. Leonard Tow, Mr. Gallagher, Mr. Andrew Tow and Mr.
Schneider directors' fees of $17,500, $35,200, $17,250 and $27,750,
respectively, paid by the Company in connection with services, in the case
of Mr. Leonard Tow, Mr. Gallagher, Mr. Andrew Tow and Mr. Schneider, on the
Board of Directors of the Company and, in the case of Mr. Gallagher and Mr.
Schneider, on the Board of Directors of Centennial, in fiscal 1995;
includes for Mr. Leonard Tow, Mr. Gallagher, Mr. Andrew Tow and Mr.
Schneider directors' fees of $19,500, $36,750, $19,500 and $18,750,

(footnotes continued on next page)

<PAGE>
(footnotes continued from previous page)
respectively, paid by the Company in connection with services, in the case
of Mr. Leonard Tow, Mr. Gallagher and Mr. Andrew Tow, on the Board of
Directors of the Company and, in the case of Mr. Gallagher and Mr.
Schneider, on the Board of Directors of Centennial, in fiscal 1994; and
includes for Mr. Leonard Tow, Mr. Gallagher, Mr. Andrew Tow and Mr.
Schneider directors' fees of $17,250, $33,750, $8,600 and $17,250,
respectively, paid by the Company in connection with services, in the case
of Mr. Leonard Tow, Mr. Gallagher and Mr. Andrew Tow, on the Board of
Directors of the Company and, in the case of Mr. Gallagher and Mr.
Schneider, on the Board of Directors of Centennial, in fiscal 1993.

(2) Includes for Leonard Tow reimbursement for income and gift taxes attributed
to him and his wife as a result of the split-dollar life insurance
agreement that is described below under 'Life Insurance Agreement.'

(3) The value indicated is based on the closing price of the Class A Common
Stock on September 18, 1995, the date of grant. The aggregate number and
value (based on the closing price of the Class A Common Stock at May 31,
1995, the last trading day of fiscal 1995) of the restricted shares
assuming such shares had been issued and held by the Named Executives at
May 31, 1995 was: Mr. Gallagher -- 25,000, $193,750; Mr. Harris -- 12,500,
$96,875; Andrew Tow -- 12,500, $96,875; and Mr. Schneider -- 12,500,
$96,875. The restrictions on transferability lapse as to 20% of the total
shares awarded on each anniversary date of the date of grant and earlier in
the event the award recipient retires after reaching 65 years of age, dies
or becomes disabled or if the Compensation Committee elects to terminate
the restrictions on transfer that are otherwise applicable. The award
recipient has the right to receive dividends and other distributions paid
on the shares of restricted stock.

(4) The value indicated is based on the closing price of the Class A Common
Stock on August 17, 1994, the date of grant under the Equity Plan. The
aggregate number and value (based on the closing price of the Class A
Common Stock at May 31, 1995, the last trading day of fiscal 1995) of the
restricted shares held by the Named Executives at May 31, 1995 was: Mr.
Gallagher -- 90,000, $697,500; Mr. Harris -- 25,000, $193,750; Andrew
Tow -- 35,000, $271,250; and Mr. Schneider -- 25,000, $193,750. The
restrictions on transferability lapse as to 20% of the total shares awarded
on each anniversary date of the date of grant and earlier in the event the
award recipient retires after reaching 65 years of age, dies or becomes
disabled or if the Compensation Committee elects to terminate the
restrictions on transfer that are otherwise applicable. The award recipient
has the right to receive dividends and other distributions paid on the
shares of restricted stock.

(5) The value indicated is based on the closing price of the Class A Common
Stock on December 16, 1992, the date of grant. The aggregate number and
value (based on the closing price of the Class A Common Stock at May 31,
1995, the last trading day of fiscal 1995) of the restricted shares held by
the Named Executives at May 31, 1995 was: Leonard Tow -- 50,127, $388,484;
Mr. Gallagher -- 26,735, $207,196; Mr. Harris -- 13,368, $103,602; Andrew
Tow -- 13,360, $103,540; and Mr. Schneider -- 13,360, $103,540. The
restrictions on transferability lapse as to 20% of the total shares awarded
on each anniversary date of the date of grant and earlier in the event the
award recipient retires after reaching 65 years of age, dies or becomes
disabled or if the Compensation Committee elects to terminate the
restrictions on transfer that are otherwise applicable. The award recipient
has the right to receive dividends and other distributions paid on the
shares of restricted stock.

(footnotes continued on next page)

<PAGE>
(footnotes continued from previous page)

(6) Options to acquire shares of the Company's Class A Common Stock granted
under the 1985 Option Plan in December 1994 with respect to fiscal 1995
described under 'Stock Options' below.

(7) Options to acquire shares of the Company's Class A Common Stock granted
under the 1985 Option Plan in August 1994 with respect to fiscal 1994
described under 'Stock Options' below.

(8) Options to acquire shares of Class A Common Stock of Centennial that were
granted in fiscal 1993 at the same time as a like number of options that
were granted in fiscal 1992 were canceled.

(9) Options to acquire shares of Class A Common Stock of Centennial that were
granted in fiscal 1993 pursuant to the terms of a consulting agreement
between Andrew Tow and Centennial at the same time as a like number of
options that were granted in fiscal 1992 were canceled.

(10) Consists of amounts earned in each of 1995, 1994 and 1993 in respect of a
$300,000 award made to Mr. Schneider in 1985 under the Company's Incentive
Award Plan, which award is payable in equal annual installments on January
1 of the ten succeeding years after the award was made provided Mr.
Schneider is still an employee of the Company.

(11) Consists of life insurance premiums paid on behalf of Leonard Tow and his
wife on the split-dollar policies that are described below under 'Life
Insurance Agreements.' The Company will be reimbursed for the total life
insurance premiums paid upon the death of the last to die of Leonard Tow
and his wife.

(12) Consists of matching contributions made by the Company on behalf of the
Named Executive in fiscal 1995 under the Company's Retirement Investment
Plan.

(13) Consists of matching contributions made by the Company on behalf of the
Named Executive in fiscal 1994 under the Company's Retirement Investment
Plan.

(14) Consists of matching contributions made by the Company on behalf of the
Named Executive in fiscal 1993 under the Company's Retirement Investment
Plan.

(15) Includes $3,876 and $10,318, respectively, for Mr. Gallagher and Mr. Andrew
Tow, representing interest that would have been paid on the amounts during
the year under the interest-free loans made to such persons by the Company
if interest had been accrued at the rate of 5% per year in fiscal 1995;
$2,500 and $10,000, respectively, for Mr. Gallagher and Mr. Andrew Tow,
representing interest that would have been paid on the amounts outstanding
during the year under the interest-free loans made to such persons by the
Company if interest had been accrued at the rate of 5% per year in fiscal
1994; and $7,500, $10,300 and $4,875, respectively, for Mr. Leonard Tow,
Mr. Gallagher and Mr. Andrew Tow, representing interest that would have
been paid on the amounts outstanding during the year under the
interest-free loans made to such persons by the Company if interest had
been accrued at the rate of 5% per year in fiscal 1993.

EMPLOYMENT AGREEMENTS

Leonard Tow is employed as the Company's Chief Executive Officer and,
unless he agrees to the designation of another person, as its Chief Financial
Officer until June 30, 1998 pursuant to an employment agreement with the
Company. For his services, Mr. Tow receives an annual Base Salary (as defined)
as of July 1, 1991 of $1,750,000, increased each year, beginning July 1, 1992,
by the percentage increase in the Consumer Price Index for the United States for
such year over such index for the last month of the preceding year. The
employment agreement provides that for the five-year period beginning July 1,
1998, Mr. Tow will act as a consultant and advisor to the Company at an annual
compensation equal to 25% of his total compensation for the immediately
preceding year and that Mr.

<PAGE>
Tow will be the highest ranking officer of the Company and a director at all
times during the term of the employment agreement. Additionally, the employment
agreement permits the granting of bonuses to Mr. Tow at the discretion of the
Board of Directors and grants Mr. Tow certain rights to have the Company
register all of his and his family members' shares of Common Stock at any time
prior to July 1, 2003.

Under the employment agreement, Mr. Tow's employment terminates upon his
death or permanent disability for 12 consecutive months, in which case Mr. Tow
or his estate, as the case may be, will receive an amount equal to three times
the annual salary to which Mr. Tow was entitled in the year of termination. If
at any time Mr. Tow is removed from an office without his consent or if the
Company's principal offices are moved from Fairfield County, Connecticut or the
New York metropolitan area, he will have the right to terminate the employment
agreement, in which case Mr. Tow will be entitled to continue to receive all
salary and other payments and benefits under the employment agreement that he
would have received or, at his option, the then present value of all such
payments and benefits.

Mr. Tow also serves as Chairman of the Board, Chief Executive Officer and
Chief Financial Officer of Citizens Utilities Company. The Board of Directors of
the Company has approved such service. Mr. Tow receives additional compensation
from Citizens Utilities Company for serving in such capacities.

Effective January 1, 1994, the Company entered into employment agreements
with four of its executive officers: Bernard P. Gallagher, President and Chief
Operating Officer, Andrew Tow, a director and currently Executive Vice President
of the Company, Scott N. Schneider, Senior Vice President and Treasurer, and
Michael G. Harris, Senior Vice President -- Engineering. A summary of each
employment agreement is set forth below.

The agreement between the Company and Mr. Gallagher provides for the
employment by the Company of Mr. Gallagher as its chief operating officer for a
term of three years commencing on January 1, 1994. The base salary provided for
in the agreement is $375,000 per year, subject to annual increases based upon
the percentage increase in the United States Labor Department consumer price
index. Mr. Gallagher is also eligible to receive a cash bonus or any award or
grant of stock options, shares of the Company's stock, or any other incentive or
stock related awards awarded or granted by the Board of Directors of the Company
or the applicable committee thereof. The agreement also provides that the
Company will provide Mr. Gallagher with an automobile for his use in the
performance of his duties. In the event of Mr. Gallagher's death during the term
of the agreement, payments of the base salary shall continue to be made for the
balance of the term, and in the event of Mr. Gallagher's permanent disability
during such term, payments of the base salary shall continue for the balance of
the term or twelve months, whichever is longer. If the agreement is terminated
without 'cause' (as defined in the agreement) by the Company prior to the
expiration of the term, Mr. Gallagher will receive the base salary, an annual
cash bonus for the remainder of the term equal to the most recently awarded cash
bonus, the opportunity to exercise any stock options for the remainder of the
original term of such options, whether or not fully exercisable, and any
restrictions on shares of stock previously issued to Mr. Gallagher shall be
deemed inoperative and of no further use.

The agreement between the Company and Andrew Tow effective as of January 1,
1994 and amended as of February 1, 1995 provides for the employment by the
Company of Andrew Tow who is currently an Executive Vice President of the
Company. The term of the agreement is three years terminating on December 31,
1996. The base salary provided for in the agreement, as amended, is $333,000 per
year, subject to annual increases based upon the percentage increase in the
United States Labor Department consumer price index. Andrew Tow is also eligible
to receive a cash bonus or any award or grant of stock options, shares of the
Company's stock, or any other incentive or stock related

<PAGE>
awards awarded or granted by the Board of Directors of the Company or the
applicable committee thereof. The agreement also provides that the Company will
provide Andrew Tow with an automobile for his use in the performance of his
duties. In the event of Andrew Tow's death during the term of the agreement,
payments of the base salary shall continue to be made for the balance of the
term, and in the event of Andrew Tow's permanent disability during such term,
payments of the base salary shall continue for the balance of the term or twelve
months, whichever is longer. If the agreement is terminated without 'cause' (as
defined the agreement) by the Company prior to the expiration of the term,
Andrew Tow will receive the base salary, an annual cash bonus for the remainder
of the term equal to the most recently awarded cash bonus, and the opportunity
to exercise any stock options previously awarded, whether or not fully
exercisable. Andrew Tow is the son of Leonard and Claire Tow.

The agreement between the Company and Mr. Schneider provides for the
employment by the Company of Mr. Schneider as its chief accounting officer and
in charge of its accounting and financial affairs (which are not performed by or
the responsibility of Leonard Tow, the Company's chief financial officer) for a
term of three years commencing on January 1, 1994. The base salary provided for
in the agreement is $200,000 per year, subject to annual increases based upon
the percentage increase in the United States Labor Department consumer price
index. Mr. Schneider is also eligible to receive a cash bonus or any award or
grant of stock options, shares of the Company's stock, or any other incentive or
stock related awards awarded or granted by the Board of Directors of the Company
or the applicable committee thereof. The agreement also provides that the
Company will provide Mr. Schneider with an automobile for his use in the
performance of his duties. In the event of Mr. Schneider's death during the term
of the agreement, payments of the base salary shall continue to be made for the
balance of the term, and in the event of Mr. Schneider's permanent disability
during such term, payments of the base salary shall continue for the balance of
the term or twelve months, whichever is longer. If the agreement is terminated
without 'cause' (as defined in the agreement) by the Company prior to the
expiration of the term, Mr. Schneider will receive the base salary, an annual
cash bonus for the remainder of the term equal to the most recently awarded cash
bonus, and the opportunity to exercise any stock options previously awarded,
whether or not fully exercisable.

The agreement between the Company and Mr. Harris provides for the
employment by the Company of Mr. Harris as its chief engineering officer for a
term of three years commencing on January 1, 1994. The base salary provided for
in the agreement is $200,000 per year, subject to annual increases based upon
the percentage increase in the United States Labor Department consumer price
index. Mr. Harris is also eligible to receive a cash bonus or any award or grant
of stock options, shares of the Company's stock, or any other incentive or stock
related awards awarded or granted by the Board of Directors of the Company or
the applicable committee thereof. The agreement also provides that the Company
will provide Mr. Harris with an automobile for his use in the performance of his
duties. In the event of Mr. Harris' death during the term of the agreement,
payments of the base salary shall continue to be made for the balance of the
term, and in the event of Mr. Harris' permanent disability during such term,
payments of the base salary shall continue for the balance of the term or twelve
months, whichever is longer. If the agreement is terminated without 'cause' (as
defined in the agreement) by the Company prior to the expiration of the term,
Mr. Harris will receive the base salary, an annual cash bonus for the remainder
of the term equal to the most recently awarded cash bonus, and the opportunity
to exercise any stock options previously awarded, whether or not fully
exercisable.

<PAGE>
LIFE INSURANCE AGREEMENT

The Company's Chairman, Chief Executive and Chief Financial Officer,
Leonard Tow, is presently the owner and holder of 20,007,120 shares of the
Company's Common Stock. The Company has been advised that on the death of the
last to die of Leonard Tow and his wife Claire Tow (a director and a Senior Vice
President of the Company) the estate of such last to die may be required to
publicly sell all or substantially all of such shares to satisfy estate tax
obligations. The public sale of such number of shares in all probability would
destabilize the market for the Company's publicly traded stock. Accordingly, in
July 1992 an agreement was entered into (commonly known as a split-dollar life
insurance agreement) under the terms of which the Company will pay (i) the
premiums for certain survivorship life insurance policies with an aggregate face
value of $80,000,000 on the lives of Dr. and Mrs. Tow and (ii) the amount of
taxes attributed to Leonard and Claire Tow as a result of the arrangement.
Insurance benefits become payable when both have died, and the Company will have
an interest in the insurance benefits equal to the amount of premiums it has
paid with the balance payable to a trust created by Leonard Tow (the 'Trust').

The Trust has also obtained insurance payable on the first-to-die of
Leonard and Claire Tow. The premiums are paid and taxes are reimbursed in a
manner similar to that described above for the last-to-die insurance. The
proceeds of the first-to-die insurance policy will be paid to the Company to the
extent of the total premiums previously paid on such policy by the Company and
the balance and any income earned thereon, until the same is exhausted, will be
paid to the Trust and used by it to pay the term life insurance portion of the
premiums of the last-to-die insurance, thereby reducing the continuing cash
outlay by the Company on the last-to-die insurance.

<PAGE>
STOCK OPTIONS

The table below contains information concerning options granted to each of
the Named Executives.

OPTIONS/SAR GRANTS

<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE
AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR
OPTION
INDIVIDUAL GRANTS TERM(2)
- -------------------------------------------------------------------------------------------------- --------------------
% OF TOTAL
OPTIONS/SARS
NUMBER OF GRANTED TO
SECURITIES EMPLOYEES
UNDERLYING WITH RESPECT EXERCISE
OPTIONS/SARS TO FISCAL PRICE
NAME GRANTED(#) 1995(1) ($ /SH) EXPIRATION DATE 5%($) 10%($)
- ------------------------------------ ------------ ------------ -------- ------------------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
Bernard P. Gallagher................ 60,000(3) 8.6% $ 6.25 December 9, 2004 $103,606 $228,941
100,000(4) 43.5 8.875 August 17, 2004 245,200 541,828
75,000(5) 16.6 15.75 December 9, 2004 326,358 721,165
Andrew Tow.......................... 50,000(3) 7.2 6.88 December 9, 2004 54,838 159,284
50,000(4) 21.7 9.763 August 17, 2004 78,200 226,514
25,000(5) 5.6 15.75 December 9, 2004 108,786 240,388
Scott N. Schneider.................. 50,000(3) 7.2 6.25 December 9, 2004 86,338 190,784
40,000(4) 17.4 8.875 August 17, 2004 98,080 216,731
50,000(5) 11.1 15.75 December 9, 2004 217,572 480,777
Michael G. Harris................... 50,000(3) 7.2 6.25 December 9, 2004 86,338 190,784
40,000(4) 17.4 8.875 August 17, 2004 98,080 216,731
25,000(5) 5.6 15.75 December 9, 2004 108,786 240,388
</TABLE>

- ------------

(1) Such options become exercisable at a rate of 20% on the first, second,
third, fourth and fifth anniversaries of the date of the original grant. All
such options expire after the tenth anniversary of the date of the original
grant.

(2) The information with respect to potential realizable value is presented in
accordance with the requirements of the Commission and is not necessarily
indicative of the actual value that such options will have to the Named
Executives. In order to realize the potential values set forth in the 5% and
10% columns, the price per share of Class A Common Stock of the Company
would have to be $7.98, $11.33 and $20.10 at the 5% annual rate and $10.07,
$14.29 and $25.37 at the 10% annual rate, respectively.

(3) Options granted by the Company in fiscal 1995 with respect to fiscal 1995.

(4) Options granted by the Company in August 1994 with respect to fiscal 1994.

(5) Options granted by Centennial in fiscal 1995 with respect to fiscal 1995.

<PAGE>
The table below summarizes the exercise of stock options during fiscal 1995
by the Named Executives and provides information as to the unexercised stock
options held by them at the end of the fiscal year.

AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1995
AND FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SHARES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT
OPTIONS/SARS AT MAY 31,
MAY 31, 1995(#)(2) 1995($)(2)
------------------ -----------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($)(2) UNEXERCISABLE UNEXERCISABLE
- ----------------------------- --------------- -------------- ------------------ -----------------
<S> <C> <C> <C> <C>
Leonard Tow.................. 0 0 0/0 0/0
0 0 170,570/42,643(4) 2,343,632/585,914(4)
Bernard P. Gallagher......... 0 0 307,138/122,499(3) 554,865/266,945(3)
0 0 56,603/66,685(4) 528,488/417,778(4)
Andrew Tow(5)................ 13,419 72,815 38,342/78,783(3) 99,018/80,708(3)
6,882 59,065 1,551/1,551(4) 21,311/21,311(4)
Scott N. Schneider........... 7,868 47,751 68,354/61,555(3) 309,838/101,530(3)
0 0 63,578/28,690(4) 707,407/228,036(4)
Michael G. Harris(5)......... 8,432 48,110 92,594/86,316(3) 286,304/139,819(3)
14,000(1) 126,640(1) 10,036/14,539(4) 79,523/95,918(4)
</TABLE>

- ------------

(1) Reflects the number and value of shares acquired on exercise of options to
purchase Class A Common Stock of Centennial during fiscal 1995.

(2) Calculated by determining the difference between the exercise price and the
closing price on the exercise date or May 31, 1995, as the case may be.

(3) Reflects the number and value of unexercised options to purchase Class A
Common Stock of the Company held by each of the Named Executives at May 31,
1995.

(4) Reflects the number and value of unexercised options to purchase Class A
Common Stock of Centennial held by each of the Named Executives at May 31,
1995.

(5) Includes shares owned by his spouse.

DIRECTOR COMPENSATION

The Company's directors each received quarterly retainers of $3,000 plus a
uniform fee of $750 for each board and committee meeting attended during the
past fiscal year. The Company believes that such compensation is consistent with
compensation paid to directors in comparable public companies.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 1995, the members of the Compensation Committee were David Z.
Rosensweig and William M. Kraus. Mr. Rosensweig also serves as Secretary of the
Company and Century-Texas. Mr.

<PAGE>
Rosensweig is a member of Leavy Rosensweig & Hyman, which acts as general
counsel to the Company and Centennial. During fiscal 1995, the Company and
Centennial paid a total of approximately $1,203,000 and $757,000, respectively,
for legal services and disbursements to Leavy Rosensweig & Hyman.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Company is committed to being a premier provider of cable television,
cellular telephone and related telecommunications services. To support this
objective and to compete in these dynamic businesses, the Company must attract,
retain and motivate quality executive talent. The Compensation Committee makes
recommendations to the Board of Directors with respect to the base salary and
cash bonus compensation to be paid to the Company's Chief Executive and Chief
Financial Officer. The Compensation Committee determines the base salary and
cash bonus compensation to be paid to the President and Chief Operating Officer,
the Executive Vice President, the Senior Vice President and Treasurer, the
Senior Vice President of Engineering and the officer in charge of Century
Advertising. The Stock Option and Equity Plan Committee administers the option
plans and the Equity Plan. This committee from time to time makes equity-based
grants or awards in accordance with the terms of such plans.

The Chief Executive Officer also acts as the Company's Chief Financial
Officer. His base salary, $1,867,736 ($1,750,000 plus cost of living
adjustments), which constituted the bulk of his cash compensation for the 1995
fiscal year, is set by employment agreement with the Company approved by the
Board of Directors and entered into on February 11, 1986 and amended on July 1,
1991. See 'Employment Agreements.' In setting Dr. Tow's bonus paid during the
third quarter of fiscal 1995, which was the Compensation Committee's
responsibility to recommend and the full Board of Directors' responsibility to
approve, the Compensation Committee retained the services of two independent
consulting firms to assist it. In making its recommendation and determination,
the Compensation Committee and the Board of Directors, respectively, took into
account the Company's performance and financial position during the first two
quarters of fiscal 1995 in the light of the rate regulations adopted by the FCC.
In addition, the Compensation Committee considered the strategic importance of
Dr. Tow to the Company's development and growth.

The Compensation Committee believes that the bonus awarded to the Chief
Executive Officer is appropriate in the circumstances. The Committee noted that,
with the consent of the Board of Directors of the Company, Dr. Tow also holds
senior executive officerships in Citizens. The Committee also noted that since
December 1991 no options have been granted to the Chief Executive Officer under
the respective option plans of the Company and Centennial and that since
December 1992 no grants of shares of restricted stock were made under the Equity
Plan to the Chief Executive Officer.

The base salaries of each of Bernard P. Gallagher, Michael G. Harris,
Andrew Tow and Scott N. Schneider are set in employment agreements which
commenced on January 1, 1994 and continue for a three-year period. See
'Employment Agreements.' The agreements were approved by the full Board of
Directors. The base salaries constitute the entire cash compensation paid to
these executives for fiscal 1995. No cash bonuses were awarded to these
executives for fiscal 1995. In making its recommendations for the base salaries
contained in the employment agreements, the Compensation Committee retained the
services of an independent consulting firm and also took into consideration the
recommendations of the Chief Executive Officer. Messrs. Gallagher, Schneider and
Harris also rendered and continue to render services, without compensation, to
Centennial pursuant to the Services Agreement, dated

<PAGE>
August 30, 1991, as subsequently amended, between the Company and Centennial.
Mr. Gallagher serves as Chairman and Chief Executive Officer of Centennial, Mr.
Schneider as its Senior Vice President, Chief Financial Officer and Treasurer
and Mr. Harris as its Senior Vice President for Engineering. The Compensation
Committee believes the compensation of these four Named Executives to be
appropriate.

The Compensation Committee also administers the Company's Employee Stock
Purchase Plan, Incentive Award Plan and 1985 Stock Equivalent Plan and from time
to time makes grants in accordance with the terms of such plans. However, no
grants were made by the Compensation Committee under such plans in fiscal 1995.
The Compensation Committee does not generally administer the Company's
equity-based incentive plans. Rather, the Stock Option and Equity Plan Committee
has been charged with the administration of the Company's option plans, the 1985
Option Plan and the 1994 Option Plan and the Equity Plan. During fiscal 1995,
the Stock Option and Equity Plan Committee made grants of restricted stock under
the Equity Plan and awards of options under the 1985 Option Plan for fiscal 1995
to each of the four Named Executives other than Dr. Tow. See Notes [(3) and (5)]
to the Summary Compensation Table and 'Stock Options' above. These grants and
awards were made in consultation with the Compensation Committee and after
consultation by the Compensation Committee with Dr. Tow.

Compensation Committee

William M. Kraus
David Z. Rosensweig

The Compensation Committee's recommendations for compensation for fiscal
1995 were accepted by the Board of Directors.

<PAGE>
PERFORMANCE GRAPH

The following graph compares the total returns (assuming reinvestment of
dividends) on the Company's Class A Common Stock, the Nasdaq Stock Market -- US
Index (which currently includes the Company), the AMEX Market Value Index (which
included the Company until January 1995) and a peer group index consisting of
four corporations in the cable television business selected by the Company in
good faith. The corporations included in the peer group are Adelphia
Communications Co., Cablevision Systems Corp., TCA Cable TV Inc. and Jones Inter
Cable Inc. The graph assumes $100 invested on May 31, 1990 in the Company's
Class A Common Stock and each of the indices including the reinvestment of
dividends, if any.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG CENTURY COMMUNICATIONS CORP., THE NASDAQ STOCK MARKET-US INDEX,
THE AMEX MARKET VALUE INDEX AND A PEER GROUP

[PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
5/90 5/91 5/92 5/93 5/94 5/95
--------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CENTURY COMMUNICATIONS CORP. $100 $118 $118 $107 $115 $117
NASDAQ STOCK MARKET -- US 100 114 133 160 169 201
PEER GROUP 100 104 112 140 150 173
AMEX MARKET VALUE 100 102 109 121 121 136
</TABLE>

<PAGE>
BENEFICIAL OWNERSHIP BY MANAGEMENT

The following table sets forth, as of September 5, 1995, the information
regarding shares of the Company's Class A Common Stock beneficially owned by one
of the Named Executives and all directors and executive officers as a group. See
'Election of Directors' for ownership by the directors and the Named Executives
not listed below.

<TABLE>
<CAPTION>
TITLE OF SHARES OF STOCK PERCENT
NAME CLASS BENEFICIALLY OWNED OF CLASS
- -------------------------------------------------------------------- -------- ------------------ --------

<S> <C> <C> <C>
Michael G. Harris................................................... Class A 152,183(1) *
All directors and executive officers as a group (14 persons)........ Class A 1,814,177 6.4%
Class B 42,272,059 93.1%
</TABLE>

- ------------

* Less than 1%.

(1) Consists of 580 shares directly owned by Mrs. Harris, 43,366 shares granted
to Mr. Harris under the Equity Plan and 101,695 shares that Mr. Harris has
the right to acquire and 6,542 shares that Mrs. Harris has the right to
acquire within 60 days of September 5, 1995 pursuant to stock option grants
under the 1985 Option Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company and Citizens have formed a joint venture that owns and operates
the cable television systems serving the cities of Glendora, Monrovia, La Verne,
San Dimas and Bradbury, California and certain unincorporated areas of Los
Angeles County, California. At May 31, 1995, such cable television systems
served an aggregate of approximately 28,000 primary basic subscribers (the
'Glendora Systems'). The Glendora Systems were acquired on September 30, 1994
for approximately $51,700,000.

The joint venture, upon consummation of the transaction described below,
will also own and operate the cable television systems serving the cities of
Chino and Chino Hills, California and certain unincorporated areas of Orange,
Riverside and San Bernardino Counties in California (the 'Chino Systems'). At
June 30, 1994, the Chino Systems passed approximately 36,600 homes and served
approximately 19,200 primary basic subscribers. The Company and Citizens entered
into an agreement to acquire the assets relating to the Chino Systems for
approximately $40.5 million, subject to adjustment. The obligation of the
Company and Citizens to consummate this transaction is subject to certain
closing conditions, including the approval of the relevant franchise authorities
and other regulatory approvals. The Company anticipates completing this
acquisition in the second quarter of fiscal 1996.

On March 10, 1995, the Company purchased 20,000,000 shares of Class B
Common Stock from Sentry Insurance a Mutual Company ('Sentry Insurance') at an
aggregate price of $110,000,000 utilizing existing credit lines. Upon
acquisition, such shares were converted automatically to shares of Class A
Common Stock. Prior to the acquisition, 65,406,115 shares of Class B Common
Stock were outstanding, of which 23,134,056 were held by Sentry Insurance. As a
result of the stock purchase, the provisions of the Principal Stockholders'
Agreement between the holders of the Class B Common Stock, which provided that
Sentry Insurance would vote for up to two directors designated by Leonard and
Claire Tow and certain trusts for the benefit of members of the Tow family (the
'Tow Trusts') and that Leonard and Claire Tow and the Tow Trust would vote for
up to two directors designated by

<PAGE>
Sentry Insurance, became inapplicable. Accordingly, Larry C. Ballard and Steven
R. Boehlke resigned from the Board in April 1995 and the Board was reduced from
eleven members to nine in August 1995.

The above-described transactions were approved by a majority of the
Company's disinterested and independent directors.

The Company purchases health, life, property, casualty, surety bonds and
other insurance from Sentry Insurance and its affiliated companies. The Company
paid a total of approximately $8,462,000 for such insurance during the fiscal
year ended May 31, 1995.

Leavy Rosensweig & Hyman, of which David Z. Rosensweig is a member, acts as
general counsel to the Company and Centennial. During fiscal 1995, the Company
and Centennial paid a total of approximately $1,203,000 and $757,000,
respectively, for legal services and disbursements to Leavy Rosensweig & Hyman.

The Company believes that the transactions between it and Sentry Insurance
and Leavy Rosensweig & Hyman are on terms no less favorable to the Company than
would have been available from unaffiliated parties. The Company will continue
to apply its policy that any transaction between the Company and any of its
officers, directors and principal shareholders be on terms no less favorable to
the Company than would be obtainable at that time in comparable transactions
with unaffiliated parties.

During fiscal 1995, the Company did not make any advances to Bernard P.
Gallagher, a director and President and Chief Operating Officer of the Company.
The largest aggregate amount of indebtedness owing by Mr. Gallagher to the
Company during fiscal 1995 was $82,360. As of May 31, 1995, the aggregate amount
outstanding was $75,360.

During fiscal 1995, the Company made an aggregate of $116,000 of advances
to Andrew Tow, a director and an Executive Vice President of the Company. The
largest aggregate amount of indebtedness owing by Andrew Tow to the Company
during fiscal 1995 was $268,000. As of May 31, 1995, the aggregate amount
outstanding was $268,000.

The foregoing advances were made on a demand basis and did not carry
interest.

PROPOSED RATIFICATION OF INDEPENDENT ACCOUNTANTS

The Board of Directors has selected the firm of Deloitte & Touche,
independent accountants, to audit the accounts of the Company and its
subsidiaries for the fiscal year ending May 31, 1996. In accordance with the
Company's policy of seeking annual shareholder ratification of the selection of
auditors, the Company requests that such selection be ratified. The Company has
been advised by Deloitte & Touche that, except as described in the following
sentence, neither that firm nor any of its partners has any other relationship,
direct or indirect, with the Company or its subsidiaries. Deloitte & Touche has
also been selected by the Board of Directors of Centennial to audit the accounts
of Centennial for its fiscal year ending May 31, 1996. The Company expects a
representative of Deloitte & Touche to be present at the Annual Meeting, and
such representative will have the opportunity to make a statement and will be
available to answer appropriate questions from shareholders.

VOTE REQUIRED; RECOMMENDATION

A majority of all votes cast by the holders of all shares of Class A Common
Stock and Class B Common Stock present in person or by proxy and voting at the
Annual Meeting is required for

<PAGE>
ratification of the selection of Deloitte & Touche. The Board of Directors
recommends that shareholders vote FOR the proposal to ratify the selection of
Deloitte & Touche as independent accountants for the Company for the fiscal year
ending May 31, 1996.

SHAREHOLDER PROPOSALS

If a shareholder wishes to submit a proposal for inclusion in the proxy
statement for the 1996 Annual Meeting of Shareholders, such proposal must be
received by the Company not later than June 1, 1996.

OTHER MATTERS

The Board of Directors does not intend to bring any other matters before
the Annual Meeting and does not know of any other business that others intend to
bring before the Annual Meeting. However, if any other matter should properly
come before the Annual Meeting or any adjournment of the Annual Meeting, the
persons named in the accompanying proxy intend to vote on such matters as they,
in their discretion, may determine.

By Order of the Board of Directors

DAVID Z. ROSENSWEIG

DAVID Z. ROSENSWEIG,
Secretary

Dated: September 29, 1995

PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE.

ON WRITTEN REQUEST OF ANY SHAREHOLDER, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MAY 31, 1995, INCLUDING THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 13A-1 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, MAY BE OBTAINED WITHOUT CHARGE FROM SCOTT N.
SCHNEIDER, ASSISTANT SECRETARY, CENTURY COMMUNICATIONS CORP., 50 LOCUST AVENUE,
NEW CANAAN, CONNECTICUT 06840.

<PAGE>

APPENDIX 1

PROXY CARD

CENTURY COMMUNICATIONS CORP.
50 Locust Avenue
New Canaan, Connecticut 06840

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints SCOTT N. SCHNEIDER and ROBERT LARSON,
and each of them, proxies of the undersigned, with full power of substitution,
to vote all common stock of Century Communications Corp., a New Jersey
corporation (the "Company"), the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Company to be held on Monday, October 30, 1995,
or at any adjournment or adjournments thereof, with all the power the
undersigned would possess if personally present, on the following matters:

(CONTINUED AND TO BE SIGNED ON OTHER SIDE)

<PAGE>

================================================================================

This Proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is indicated, this Proxy will be
voted FOR the election of all nominees for director and FOR proposal 2 and the
proxies will use their discretion with respect to any matters referred to in
item 3.
<TABLE>
<S> <C> <C>
NOMINEES FOR ELECTION BY ALL SHAREHOLDERS: Bernard P.
1. ELECTION OF DIRECTORS gallagher, David Z. Rosensweig, Scott N. Schneider,
Robert D. Siff, Peter J. Solomon, Andrew Tow, Claire
L. Tow, Leonard Tow

FOR all WITHHOLD NOMINEE FOR ELECTION ONLY BY
nominees listed AUTHORITY CLASS A SHAREHOLDERS:
to the right for all nominees William M. Kraus

[ ] [ ]
INSTRUCTION: To withhold authority
to vote for any nominee, write that
nominee's name on the line provided
below.

-----------------------------------
</TABLE>
================================================================================

2. Proposal to ratify the selection by 3. In their discretion, the named
the Board of Directors of Deloitte proxies are authorized to vote in
& Touche as independent accordance with their own
accountants for the Company for judgment upon such matters as may
the fiscal year ending May 31, properly come before the Annual
1996 Meeting.

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN

[ ] [ ] [ ] [ ] [ ] [ ]

- --------------------------------------------------------------------------------
The undersigned hereby acknowledges receipt of a copy of the Notice of Annual
Meeting of Shareholders and the Proxy Statement.

The undersigned hereby revokes any proxies heretofore given.

Please complete, date and sign exactly as your name appears hereon. In the case
of joint owners, each owner should sign. When signing as administrator,
attorney, corporate officer, executor, guardian, trustee, etc., please give your
full title as such.

Dated __________________, 1995

-------------------------------

-------------------------------
Signature of Shareholder

================================================================================